The proposed research investigates age-related declines in retrieval processes fundamental to language and memory. Although there is little evidence for age-related changes in language comprehension processes involved in the retrieval of word meaning, there is considerable evidence for age-related declines in production processes involved in retrieval of phonological codes for words. Indeed, older adults complain that impairments in retrieving well known words, as in the tip of the tongue experience, are a vexing problem in everyday life. This asymmetric effect of age on language processes is investigated in the context of the general hypothesis that aging weakens connections among representational units in memory, reducing the transmission of activation among units. The research identifies the contribution of semantic and phonological activation to age-related retrieval deficits. Thus, the research investigates cognitive operations that underlie the production and comprehension of language in everyday life. Moreover, it will contribute to the identification of conditions that either exacerbate or mitigate older adults' word finding problem. Four sets of experiments are proposed. Experiments 1-3 investigate whether there are age-related deficits in retrieval of phonological but not semantic information in auditory word recognition. Experiments 4-5 examine phonological and semantic retrieval processes in tasks that model word production during spontaneous speech, namely picture naming and production of a word corresponding to a definition. Experiments 6-7 test whether tip of the tongue states are caused by insufficient activation or by blocking with alternate words, and whether these mechanisms account for age-related increases in word finding failures. We also examine the mechanism responsible for resolution of tip of the tongue states and how it is affected by aging. Experiments 8-9 investigate whether age-related changes in laboratory-induced slips of the tongue can be predicted by age deficits in phonological activation.